COPD affects 15% of older adults and is the fourth leading cause of death in the US. More than 20% of COPD patients have major depression. Patients with severe COPD live with daily physical discomfort, are forced to a compromised life style, and have to cope with demoralization caused by the knowledge of their inescapable deterioration and death. The pessimism, helplessness, and worthlessness of depression, lead to resignation and worsen their demoralization. Executive dysfunction occurs in about half of depressed COPD patients and reduces their ability to develop behavioral strategies to address their treatment needs and their life problems. These problems are compounded by the demanding treatment of COPD that requires active patient participation. The last thing that a depressed, demoralized, cognitively compromised, and physically weak patient wants to do is to pursue a consistent exercise program, go to doctors and treatment centers, and reengineer the social aspects of his/her life. As a consequence, they give up on treatment and other activities and experience a painful end of life. We developed an intervention (PST-AE) that integrates treatment adherence enhancement procedures (AE) with problem solving therapy (PST). PST-AE offers education and direct suggestions for improving treatment adherence and imparts behavioral strategies for meeting the patients' complex treatment needs, depressive symptoms, and disability. We hypothesize that PST-AE will reduce depression and disability and improve quality of life and adherence to treatment of COPD more than AE. We propose to test these hypotheses in 160 patients with major depression and severe COPD consecutively recruited from an inpatient Rehabilitation Hospital who will be randomly assigned to receive 14 sessions of PST-AE (N=80) or AE (N=80) and be systematically rated over 26 weeks. We target one of the most disabled and suffering segments of the population. We used, in our design, our research experience with depressed COPD patients, the PROSPECT multicenter study of primary care elderly patients, and the geriatric depression studies of our ACISR. If found effective, PST-AE can be broadly implemented, as it can be used by visiting nurse professionals after retraining. Beyond COPD, PST- AE may be a model of care for patients with a variety of chronic, debilitating disorders, who often develop depression, give up, and have a poor and often fatal outcome. As a major focus of PST-AE is improvement of treatment adherence, this approach to the care of depressed, medically ill patients can generate a practice model that has the ability to rapidly incorporate advances made in clinical science.